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Securities Offerings

Overview


Morrison & Foerster/Ito & Mitomi are active in representing issuers and underwriters in a wide range of debt and equity offerings, having been involved in Tokyo based offerings that have raised over $10 billion since 2002.
 
Recent offerings on which we have advised include: 

  • Jupiter Telecommunications’ ¥105 billion ($981 million) common stock offering (2005).  We represented Nikko Citigroup and Goldman Sachs as joint global coordinators and joint global bookrunners on Japanese law aspects of  the global offering of shares of Jupiter Telecommunications, in its initial listing on the Jasdaq Securities Exchange.  The offering consisted of a registered public offering in Japan, a Rule 144A offering in the U.S. and a Regulation S offering elsewhere and raised ¥105  billion ($981 million).  Jupiter is Japan’s largest MSO providing cable TV services and telephony services through 20 managed franchises.

  • Japan Retail Fund Investment Corporation’s ¥47.9 billion ($448 million) follow-on offering (2005).  We represented Nikko Citigroup and UBS as lead managers in a registered offering in Japan with a 144A/Reg S offering in the United States by Japan Retail Fund, a J-REIT established by Mitsubishi Corporation and UBS.  We also represented these underwriters in the company’s follow-on public offerings in 2003 and 2004, raising ¥98 billion ($916 million) in total.

  • Inpex’s ¥159 billion ($1.45 billion) common stock offering (2004).  We represented Daiwa Securities, Goldman Sachs, Nikko Citigroup and Nomura Securities as underwriters on Japanese law aspects of Inpex’s global offering of shares, as part of its listing on the Tokyo Stock Exchange.  The offering consisted of a registered public offering in Japan, a Rule 144A offering in the U.S. and a Regulation S offering elsewhere and raised ¥159.8 billion ($1.45 billion).

  • Bank of America’s ¥180 billion ($1.6 billion) bond offering (2004).  We represented Nomura Securities and others as managers in the three simultaneous offerings of Samurai bonds, with a total face value of just over $1.6 billion, by Bank of America Corporation. 

  • Nippon Mining Holdings’ ¥74 billion ($675 million) common stock offering (2004).  We represented Nikko Citigroup and UBS, as global bookrunners and lead managers, in a registered offering in Japan with a Rule  144A offering in the United States by Nippon Mining of its common stock.  Nippon Mining is a diversified holding company overseeing operating companies in the petroleum, non ferrous metals, electronic materials and metal fabrication areas.

  • Fields Corporation’s ¥20.9 billion ($190 million) common stock offering (2004).  We represented HSBC Bank plc, as lead manager, in a Rule  144A/Reg  S global follow on offering by Fields Corporation of its common stock.  Fields Corporation is Japan’s largest independent distributor of pachinko/pachislot machines.

  • Nomura Real Estate Office Fund’s ¥76 billion ($690 million) follow-on offering (2004).  We represented Nomura Securities, as lead underwriter,  as to Japanese law aspects of  a follow-on offering by Nomura Real Estate Office Fund, a J-REIT established by Nomura and focusing on the acquisition and management of office buildings in Japan.  We  also represented Nomura in the company’s initial TSE listing in 2003, raising ¥21 billion ($190 million).

  • Seiko Epson’s ¥132 billion ($1.2 billion) IPO (2003).  We represented Nikko Citigroup as global coordinator, and Morgan Stanley as a joint international bookrunner, as to Japanese law aspects of Seiko Epson’s global 144A/Reg  S offering, as part of Seiko Epson’s initial listing on the Tokyo Stock Exchange.  Seiko Epson is a global leader in digital color imaging products such as color inkjet printers, LCD projectors and small and medium-size LCDs for mobile communications devices. 

  • Fanuc’s ¥176 billion ($1.6 billion) follow-on offering (2003).  We represented Nikko Citibank, as lead manager, as to Japanese law aspects of Fanuc’s follow on registered public offering in Japan and private placement under Rule 44A in the United States.

  • JR East’s ¥266 billion ($2.4 billion) offering (2002).  We  represented JR East as to Japanese law matters in connection with the global offering of JR East shares and its shareholder, JNR Settlement Corporation.